Common use of Conditions to Obligations of Purchaser and Merger Sub Clause in Contracts

Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser, Merger Sub I and Merger Sub II to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20, the representations and warranties of the Company contained in this Agreement, the Transactional Agreements and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Transactional Agreements to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Legal Proceeding shall have been commenced against Purchaser, Merger Subs or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Schedule 1.12(a) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have delivered each of the closing deliverables set forth in Section 1.12(a). (g) Holders of no more than 5% of the outstanding Company Shares (on an as-converted to Company Ordinary Shares basis) as of immediately prior to the Effective Time, in the aggregate, shall have exercised statutory appraisal rights pursuant to Section 238 of the CICL. (h) Purchaser shall have received a counterpart signature to the Letters of Transmittal and Joinder Agreement executed by Securityholders who collectively hold, as of immediately prior to the Effective Time, at least 70% of the outstanding Company Shares (on an as-converted to Company Ordinary Shares basis). (i) That certain Company Shareholders’ Agreement dated July 7, 2016 shall have been terminated.

Conditions to Obligations of Purchaser and Merger Sub. The obligations of Purchaser, Merger Sub I Purchaser and Merger Sub II to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a2.19(a) and Section 2.202.22, the representations and warranties of the Company contained in this Agreement, the Transactional Agreements and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a2.19(a) and Section 2.20 2.22 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). (b) The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Transactional Agreements to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) No Legal Proceeding Action shall have been commenced against Purchaser, Merger Subs Sub or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby. (d) All approvals, consents and waivers that are listed on Schedule 1.12(a1.13(a) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing. (e) From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect. (f) The Company shall have delivered each of the closing deliverables set forth in Section 1.12(a1.13(a). (g) Holders of no more than 5% of the outstanding shares of Company Shares (on an as-converted to Company Ordinary Shares basis) Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised statutory appraisal rights pursuant to Section 238 262 of the CICLDGCL with respect to such shares of Company Common Stock. (h) Holders of at least 90% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate shall have executed and delivered a Letter of Transmittal and Joinder Agreement. (i) Purchaser shall have received fully executed Surrender Agreements from holders of Options representing at least 90% (measured based upon the number of shares of Company Common Stock underling such Options) of the total Options outstanding as of immediately prior to the Effective Time and 100% of the Company Warrants outstanding as of immediately prior to the Effective Time. (j) Purchaser shall have received a counterpart signature to the Letters of Transmittal and Joinder Agreement executed by Securityholders who who, together with the Principal Stockholders, collectively hold, as of immediately prior to the Effective Time, at least 7090% of the outstanding shares of Company Shares Stock (on an as-converted to Company Ordinary Shares Common Stock basis). (k) The sum of the following shall equal fewer than thirty-five (35) Securityholders: (i) That certain Company Shareholders’ Agreement dated July 7the number of Securityholders who have returned Letters of Transmittal as of the Closing indicating that such Securityholder is not an “accredited investor” pursuant to Regulation D under the Securities Act, 2016 plus (ii) the number of Securityholders who have not returned a Letter of Transmittal; provided, however, that any Securityholders who are Non-Accredited Securityholders will not be included in this calculation to the extent the only consideration they receive is cash. (l) The New York Stock Exchange shall have been terminatedapproved the listing of the Merger Shares.

Conditions to Obligations of Purchaser and Merger Sub. The obligations obligation of Purchaser, Merger Sub I Purchaser and Merger Sub II to consummate the transactions contemplated by this Agreement Merger shall be subject to the fulfillment or Purchaser’s waiver, at or prior to the Closing, of each satisfaction of the following conditionsconditions precedent, any or all of which may be waived, in whole or in part, by Purchaser in writing: (a) Other than the representations and warranties of the Company contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20, the representations and warranties of the Company contained in this Agreement, the Transactional Agreements and any certificate delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of each of the Company Shareholders contained in Section 2.1, Section 2.2, Section 2.3, Section 2.18(a) and Section 2.20 this Agreement shall be true true, correct and correct in all respects on and as of the date hereof and on and complete as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).Date; (b) The Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each Each of the Transactional Agreements agreements and covenants to be performed or complied with satisfied by it prior to or on the Company and/or the Shareholders hereunder at the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Company shall have been duly performed such agreements, covenants and conditions, as so qualified, or satisfied in all respects.; (c) No Legal Proceeding The Shareholders and the Company shall (and the Shareholders shall cause the Company to) have been commenced against delivered, or caused to be delivered, to Purchaser and Merger Sub each of the following executed documents, each in form and substance satisfactory to Purchaser, Merger Subs or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Body, and be in effect, which restrains or prohibits any transaction contemplated hereby.: (di) All approvalsa copy of resolutions of the board of directors of the Company authorizing the execution, consents delivery and waivers that are listed on Schedule 1.12(a) shall have been received, and executed counterparts thereof shall have been delivered to Purchaser at or prior to the Closing. (e) From the date performance of this Agreement, there shall not have occurred any Material Adverse Effectand the consummation of the transactions contemplated hereby, nor shall any event or events have occurred thatby the Company, individually or in as certified by the aggregateCompany’s secretary; (ii) documentation of the Shareholder Approval authorizing the execution, with or without delivery and performance of this Agreement, and the lapse consummation of timethe transactions contemplated hereby, could reasonably be expected to result by the Company, as certified by the Company’s secretary; (iii) either a properly executed statement satisfying the requirements of Treasury Regulation Sections 1.897-2(h) and 1.1445-2(c)(3) in a Material Adverse Effect.form reasonably acceptable to Purchaser or certificates of non-foreign status from each Shareholder satisfying the requirements of Treasury Regulations Section 1.1445-2(b) in a form reasonably acceptable to Purchaser; (fiv) The Company shall have delivered each the Articles of the closing deliverables set forth in Section 1.12(a).Merger; (gv) Holders of no more than 5% of the outstanding Company Shares (on an as-converted to Company Ordinary Shares basis) as of immediately prior to Escrow Agreements and the Effective Time, in the aggregate, shall have exercised statutory appraisal rights pursuant to Section 238 of the CICL.documents contemplated thereby; (hvi) Purchaser shall have received a counterpart signature to resignations of (or certificates of appropriate corporate action removing) the Letters of Transmittal Company’s officers and Joinder Agreement executed by Securityholders who collectively hold, as of immediately prior to the Effective Time, at least 70% of the outstanding Company Shares (on an as-converted to Company Ordinary Shares basis).directors; (ivii) That certain Company Shareholders’ the Restrictive Covenant Agreement dated July 7(as defined in 6.2(h), 2016 shall have been terminated.below); (viii) the Releases;